My Little Pony: Spitfires Lust (On hatius)
by Synesisbassist
Summary: Spitfire is over seeing the pegasi from Ponyville get the much needed water up to Cloudsdale. She notices how much Fluttershy has improved, and wants to help her fly better, and a perhaps to get to know her a bit more. So she personaly takes her under her wing, quite literality! Rated M for Clop. Story is on hiatus for now, sorry for all who enjoyed so far, I may write more later.
1. Chapter 1

Fluttershy never stopped flying, going around and around. Everypony was counting on her to help get that water up to Cloudsdale. Her eyes were clenched closed, never stopping, until Rainbow flew up and grabbed her, pulling her down. "Hey girl, its ok, we got the water up alright? Calm down now." Fluttershy stopped, and looked up at Dash, her magenta eyes looking down at her, a small smile on her face. "You did great Fluttershy!" Fluttershy's felt the butterflies in her stomach, the praise from her closest friend, and her secret crush did a number on her. Fluttershy blushed and hid her face in her mane, and Dash giggled.

"Way to go Fluttershy!" Twilight ran up, and was smiling. "You doubled your wingpower from the last time!" Rainbow Dash looked impressed, smiling, ruffling her hoof through Fluttershy's mane. Spitfire trotted up to Rainbow, bringing her mask over her face.

"Rainbow Dash!" She looked ticked off and Rainbow gulped, hunching down a bit. "While you may of not beat the record, you and your team showed a lot of guts." She smiled and Rainbow was beaming. "I want to congratulate you, didn't think you could do it with that many pegusi sick."

"Thanks Spitfire! But I couldn't of done it without my number one flier! Fluttershy!" Rainbow Dash wrapped her hoof around Fluttershy's neck and side hugged her. Spitfire walked up to Fluttershy and stuck her hoof out.

"Good work Fluttershy." Fluttershy looked at her hoof, before reaching out slowly with her own. "Come on now, I won't bite." Fluttershy eeped, and grabbed Spitfires hoof, shaking it up and down. After a couple seconds, they stopped. "Well, I have to return to the Wonderbolts academy, I will see you two later perhaps?" She took off flying, Rainbow and Fluttershy looked at each other, their eyebrows raised. Rainbow shrugged her shoulders and yawned.

"I think it's time for a little nap." She took of lazily and laid on a cloud, not to far from the ground. Fluttershy, Twilight and Spike walked back to the library for a bite to eat and a little relaxing time.

**Meanwhile, Spitfire arrived at the academy.**

She walked into her office, putting a 'Do Not Disturb' sign on her door. She locked the door behind her and she sighed. _Man, I didn't think I could hold it any longer. _She removed her suit, laying it across the chair in front of her desk, and sat in her own chair. She removed her goggled, laying them on the desk, running her hoof through her mane. _Man, she is such a cutie. _She brought her hoofs to her belly, rubbing them in small circles. _How do I get to know her better? Hmm... That could work. _She smirked as her hoofs went south, rubbing her teats. "Mmm, that's good." She kept one hoof going, as the other went to her dripping sex. She was turned on by Fluttershy, she was so cute, and innocent. She rubbed her hoof over her nether lips slowly, teasing herself. A knock at her door startled her, and she shot up, her face flustered. "What?!" She said sightly annoyed voice, her sex aching for attention.

"So- sorry Spitfire! I was going out to lunch... and, wanted to know, if you wanted to go?" She knew the voice, Soarin. He was always trying to hit on her, and she was sure he had a crush on her. She liked him, but she wasn't really attracted to stallions. She sighed and rubbed her sex, subconsciously.

"No thanks Soarin, I'm not hungry." She felt a little bad. "How about tomorrow?" She tried to make him feel a bit better.

"Sweet! Tomorrow sounds great! See you later Fire!" She chuckled at the nickname he gave her, and leaned back, putting her fore hoofs on the desk, spreading her legs and resuming her self pleasure.

**Back at the library!**

"Mmm, Spike, this sandwich is sooo good." Fluttershy smiled, taking the second bite of her sandwich. Spike made them both a daisy sandwich, and it tasted delicious. Spike was munching on some brightly coloured gems, it sounded like he was eating glass.

"Thanks Fluttershy, I have a lot of experience making them. With Twilight caught up in her studies so much, I make her food so she doesn't starve." Twilight blushed a little and looked away. "Hehe, Twilight is some lucky she has me!" Both Fluttershy and Spike started laughing, Twilight's blush getting darker.

"Come on now Spike..." Spike reached over and pet her mane. "Quit teasing me." Spike nodded, snorting a little and picked up their empty plates, bringing them over to the sink, stepping on his stool and started washing them. Twilight trotted over and gave a friendly kiss on his cheek. "Thanks Spike! Me and Fluttershy are going to go and count baby bunnies alright?" Spike nodded and the two mares headed out the door, their destination was on the outskirts of town. As they walked towards Fluttershy's house, talking about the bunnies, Rainbow Dashes clouds floated over head. She stired as the voices went up and into her ears. They twitched and moved to find where the sound was coming from. She flipped over and looked down, she smiled a sleepy smile, yawning and stretching, shaking the sleep from her. She jumped off and flew towards the ground, Twilight and Fluttershy looking up and waving.

"Hey girls, where are you two headed?" Twilight motioned her head towards Fluttershy's house.

"Were going to round up and count baby bunnies, wanna tag along?" Both the purple and yellow mare smiled. Rainbow looked between the both of them, biting her bottom lip, before sighing.

"Ugg, fine." Fluttershy jumped up and hugged her, nuzzling her cheek with hers. Rainbow blushed a little and Fluttershy landed, before the trio headed towards Fluttershy's house.

**Spitfires office.**

Spitfire squirmed as she squirted her juices over her desk, her hoof circling her clit keeping her pleasure at an all time high. She moaned out, bucking her hips forward, as her orgasm ended, and she basked in the after glow. She breathed deeply, sucking in her air, her scent filling her nostrils. She opened her eyes, looking at the mess she made on her desk. She blushed hard, putting her forhoofs down on the floor, leaning over her desk, sniffing her juices before slowly licking it. _Mmm, not to bad. _She licked a little more before wiping her mouth, and grabbing a rag and some cleaner from a drawer, cleaning in up. _Note to self, don't squirt on my desk again. _Once she cleaned it up, she headed towards her private bathroom, turning the water on for the shower. She stepped inside, letting the water run over her mane and down her body. "Mmm." She let the water run down her face, her muscles relaxing as the water cascaded down her body. She sat on her rump, pushing a release lever and shampoo squirted onto her hoof. She brought it to her mane, running it in, the soap sudding up. She smiled as she cleaned her mane, before flicking her tail around and putting her hoofs to it, cleaning it. She soon squirted body wash onto a bush, and scrubbed her body, being sure to clean every inch of it. As soon as she washed the soap off, she got out of the shower, wrapping a towel around her self, and she dried off. She walked back to her desk, pulling out a piece of paper, and a quill. She started to write, a blush on her face, as she wrote it. Once she finished, she put it into a envelope, writing the name on the front. She put the official Wonderbolts seal on the flap, before looking at it. She sighed and put in in her desk. _Not yet Spitfire, not yet. _She got up and unlocked her door, removing the sign from it and sat back at her desk. She opened the blinds a little and looked outside, leaning on her hoof as her mind wondered.

**A couple weeks later.**

Spitfire was up before the sun, she got out of her bed. _Today is the day. _She got out of bed, walking out of her little bedroom and into her office. She opened up the main drawer, pulling out all the accepted applicants for getting into the Wonderbolts Academy. The picked them up in her mouth, and walked towards the mail chute. She stopped and looked back at her desk, her heart tugging in her chest, and she closed her eyes. She dropped the ones in her muzzle into the chute before she turned around and walked back to her desk, opening the drawer she hasn't opened for weeks. She pulled out the letter, and she felt nervous as she brought it to the chute. She gulped and let go of it, time slowed as it fell into the chute, swaying side to side. She closed her eyes and sighed, before turning back and going on her way.

**Rainbow Dashes mail box.**

"Relax Pinkie, you are more nervous then Rainbow Dash about this." Twilight smiled as her pink maned friend opened the mailbox and closed it repeatedly. Rainbow snorted before flipping her hair.

"Puh-lease! I am not nervous, I got this in the bag!" She smirked, closing her eyes. Pinkie gasped loudly.

"The mail-mare is here!" She bounced excitedly, and the mail-mare landed, her eyes crossed. She was a grey pegasus with blond hair, a couple bubbles on her flank. "Hyia Derpy!" Derpy saw Pinkie and smiled.

"Hey Pinkie! Hi girls! I have a letter from the Wonderbolts Academy for Rainbow Dash. She pulled it out of her saddlebag and handed it to Rainbow and she opened it, reading it over, a shocked and saddened look on her face.

"I... I didn't get in." The mares all gasped, and they started tearing up. She fell back laughing. "Haha! I got you girls good! Of course I got in, was there any doubt?" They all cheered and pat Rainbow on the back.

"YAY!" Fluttershy yelled, but it was more like a whisper. Derpy walked up to Fluttershy, pulling out her letter, offering it to her.

"Here! There is one in here for you to!" All the girls gasped and looked at her. Fluttershy took it, her name was handwritten on the front, and she looked at the other girls.

"Huh?" She took it, and opened it. "We are aware of your improvements most recently, and we would like to see what you could really do. We are sending a request for you to attend a personal training at the Wonderbolts Academy with Spitfire herself. You will be trained by Spitfire to your best, you won't be pushed as hard as the others. We hope to see you soon, Wonderbolts Academy." She looked up and they were all smiling, but Rainbow was smiling the most.

"Ohmygosh-ohmygosh-ohmygosh! Spitfire is personally training you! That's awesome!" She put her hoofs to her face. Fluttershy blushed and looked at the letter.

"So what are you going to do Fluttershy?" Twilight took a step closer, and Fluttershy looked up. Her cyan eyes looking into Twi's lavender ones.

"I... I..." She looked at the letter again, a surge of determination going through her. "I will do it. Give it my all." She looked up, smiling and the other girls cheered.

**The next day.**

Fluttershy and Rainbow Dash were flying up to the academy, both filled with excitement. Rainbow Dash with excitement to hopefully join the Wonderbolts, and Fluttershy who wanted to improve and show others she could do it. When they landed, Spitfire noticed them out her window. She smirked, touching the glass with her hoof. "You are so cute Fluttershy..." She tailed off as the kissed the glass, leaving lip marks on it, right where she saw Fluttershy. She smiled and got to her hoofs, getting her uniform on and walking out of her office, setting her glasses on her face and smiling, heading off towards the field to great her own personal trainee.

**Thanks for reading! This is a new story I plan on writing in short little chapters for now, longer then this on, but not to long as I want to focus on my main story. If this gets a lot of praise, I will defiantly continue this. Feel free to suggest anything of if I made any mistakes please correct me!**


	2. Chapter 2

**Sorry for the short chapter, but I really wanted something up today. Next chapter will definatly be longer as I have a plot for next chapter.**

"Calm down Fluttershy, everything will be fine. The girls promised to all help out to look after your animals." Rainbow put her hoof over her timid friend, trying to calm her down. Fluttershy looked at Dash, her magenta eyes soothed her, reassuring that everything was all right.

"You're right Dash, they are capable.. Ooo, but what if something happen-" Rainbow put her hoof to her lips, silencing her. Her cyan eyes looking down in defeat, before she smiled and nodded. Rainbow smirked, removing her hoof. A whistle startled both the mares, they turned around and saw Spitfire, she was smiling a little as she approached them.

"Good to see you two. Rainbow, you head over there to the other cadets, Fluttershy, you follow me, I will show you where you will be staying." Both the mares looked at each other and nodded, Rainbow took off, excited. Fluttershy followed Spitfire, her head a little low as she felt a little uncomfortable seeing all the other pegasi walking around in Wonderblot uniforms. They walked into the main hall, walking down the hallway, coming to a stop in front of a door. Spitfires office was on the door, she opened the door and let Fluttershy in, before walking in herself, the door closing behind her. She walked towards her desk, putting her hat and glasses on it, turning back to the timid pegasus. She walked to the left, opening a door leading to a small kitchen and table for about four. "The washroom is on your right, and the bedroom is on the left." Fluttershy nodded as Spitfire opened the bedroom door, showing a queen sized bed for the two of them. "Sorry, but this is all we had, I hope you don't mind." Spitfire looked over at the blushing pegasus, and Fluttershy shook her head.

"Oh no, it's perfectly fine ma'am." Spitfire chuckled a little when she called her ma'am.

"Please, call me Spitfire, you're not a cadet, just my personal student." Fluttershy blushed and nodded, walking in and setting down her saddlebags on the left side of the bed. "Up for a little grub?" Spirfire asked, raising her eyebrow, Fluttershy's tummy rumbling and she nodded. "Alright, I will get us some lunch, you can take a look around if you want." Fluttershy nodded again and Spitfire left, leaving the yellow pegasus to herself. Fluttershy left the bedroom, and headed towards the bathroom to check it out. She opened the door and gasped, there was a small jacuzzi in it with a large shower. She looked at the jacuzzi and smiled, before the sound of a door closing startled her. "Found the jacuzzi huh? Yea it's pretty relaxing." Spitfire had a bag on her back, and she placed it on the table, opening the bag, pulling out two daisy sandwiches. Fluttershy smiled and looked at Spitfire, her smile made Spitfires stomach tingled a little bit.

"Ooo, thank you Spitfire." She smiled and walked towards the table, sitting down on a small stool. She picked up one half of her sandwich, taking a bite. "Mmm." It tasted delicious and set her at ease, making her more comfortable around Spitfire. Spitfire looked at her, lazing off a little. _Man she is even cute while she eats. _Spitfire shook her head, she had forgotten drinks!

"Sorry, would you like anything to drink? Water?" Fluttershy took another bite and nodded, as Spitfire got up and walked to the cupboard, getting two cups out, pouring them full of water. She picked up one with the tips of her wings and placed it in front of Fluttershy.

"Thank you Spitfire." She leaned down, biting the glass and tilting it up, drinking it down. She put the cup back down while it was about still half full, and wiped her mouth. Spitfire drinking her whole cup down in one go. They finished their meal in silence. "Mmm, that was delicious, thanks." Spitfire blushed, rubbing the back of her head.

"Ahh, its nothing. So Fluttershy, what do you do?" Spitfire leaned onto the table, interested in learning a little about her.

"Well, I live just outside of Ponyville and I take care of a bunch of animals, feeding them or nursing them back to health if they get hurt." Spitfire nodded as Fluttershy told her about what she did. "I also only have one pet, hes a little bunny names Angle." Spitfire giggled at the cute name she gave him. "So, what is it you do up here Spitfire?"

"Well, I usually train the cadets trying to get into the Wonderbolts, but I have Soarin taking over for me right now, as I have you to attend to." She yawned, looking at the clock. "Better hit the hay, we have a big day tomorrow." Fluttershy nodded and yawned herself, Spitfire walking towards the bedroom with Fluttershy right behind her. Spitfire walked to the right side, pulling back the covers letting Fluttershy get in before she got in herself. "Good night Fluttershy." She turned off the lamp and laid on her back, closing her eyes. After a couple of minutes, she felt Fluttershy move a little, lightly putting her hoof on her, shaking her sightly.

"Spitfire?" She whispered, and Spitfire opened her eyes, looking over at Fluttershy, she was looking away, blushing a bit. "I usually sleep next to my bunny, do you think that... umm.." Spitfire smiled and nodded, knowing what she wanted. She lifted her hoof and Fluttershy smiled, getting up close to her, cuddling into her side.

"Better?" Spitfire ran her hoof down Fluttershy's back and she nodded, sighing a little as she fell asleep. _Nighty night Flutter. _She lightly kissed Fluttershy's mane and laid back, soon falling asleep herself.

Spitfire opened her eyes, looking right at Fluttershy, she looked so cute when she was asleep. They were laying both on their sides, holding the other. She sighed and nuzzled into Fluttershys pink mane, it felt so soft against her face and it smelled like a forest.

"Uh, Spitfire..." Spitfire froze and pulled back, blushing as she looked at Fluttershy.

"Oh my gosh, I'm so sorry Fluttershy." She giggled, putting her hoof to her lips.

"It's alright, I have heard that my mane is super soft." Spitfire blushed harder, and Fluttershy put her hoof on her shoulder. "I actuality like cuddling, so it's no problem." Fluttershy giggled cutely, and Spitfire smiled, relaxing, flipping over and getting to her hoofs.

"Alright, time to be a little more serious, we have a big day ahead of us." Fluttershy did the same, making the bed as Spitfire got dressed in her uniform. Once they were done, she followed Spitfire out of the her office and into the hallway. "Lets get some breakfast, sound good?" Fluttershy smiled and nodded. Both mares walked towards the mess hall, and they entered. Most ponies were already eating as they walked in. They headed towards the line, putting trays on the counter, pushing it along the counter. They got a hashbrown, a slice of toast with butter, and a pancake. Fluttershy smiled, licking her lips as she smelled the food. Spitfire gigged and put her tray on her back, walking over to an empty table, and they both sat down, and started eating.

"Mmm, the food here is great." Fluttershy smiled, making Spitfire smile herself.

"Hey Fluttershy!" Both mares turned looked, seeing Rainbow Dash trotting over, a colt behind her. "How ya doing girl?" She sat next to Fluttershy, putting her tray down and wrapping her hoof around her.

"I'm doing well Rainbow, me and Spitfire have a very busy day ahead of us." She looked at Spitfire, and smiled.

"We sure do Fluttershy." The colt sat next to her, and she noticed Fluttershy looking at him. "Oh, by the way this is Soarin, Soarin, Fluttershy." He looked at her and smiled, making Fluttershy cower a little. They all ate, Spitfire and Soarin talking about the new cadets until they finished. Once they were done, they picked up their trays and put them into a stack. "Alright guys, I will see you later, come on Fluttershy, time to start." Fluttershy nodded and followed her, going outside, off to the side. Alright lets get started." They started out with one hundred laps, then to a smaller obstacle course and Fluttershy wanted on the dizitron. Spitfire tried to say no, but Fluttershy insisted to, and she did quite well for her first time.

After about five hours, Fluttershy could barely stand, she was almost in tears but she didn't want to give in. "Hey Fluttershy, you ok." She looked at Spitfire and tried to smile, but collapsed, tears running down her face. "That's enough for today, come on, lets get you back to the room alright?" Fluttershy looked up, sniffling a little, but soon smiling a small smile. "That's it, come on up now." Spitfire helped her to her hoofs, and helped her across the field, and into the main hall. Fluttershy felt weak, and she fell.

"I...I can't go on." She whispered, and felt tears well up in her eyes. Spitfire felt bad for her, putting her wing under her trying to lift her onto her back. Fluttershy pulled herself onto her back, sighing as she got fully on.

"Come on, were getting you to bed for some much needed rest." Fluttershy nodded, nuzzling into Spitfires mane, taking a deep breath. Spitfire blushed and smiled, heading towards their room. She opened the door, stepping inside and closing her door, locking it behind her. Spitfire heard a light snoring coming from Fluttershy as she walked to the bed, putting her on it. _She is so peaceful, so innocent, so... venerable... _Her heart skipped a beat and she shook her head. _Not now Spitfire, not now. _Her sex ached and she blushed, taking off her clothes and heading to the bathroom. _All I need to do is have a nice soak. _She got in the jacuzzi, turning it on and laying back, her hoof moving down her body. "Mmm, yea." She ran her hood over her aching sex, pleasure tingling up her spine. She leaned back, closing her eyes as she pleasured her self. She rubbed her clit quickly, before rubbing it down her lips, spreading them sightly. She imagined it was Fluttershy that had her hoof down at her privates, nibbling on her ear lobes. She bucked her hips to her hoof and moaned out, her whole body tingling as she felt her orgasm approaching. She got up to the edge of the jacuzzi, spreading her legs and rubbing her hoof quickly, her hoof soaked with water and her juices. Her juices started squirting out of her cunny, and she moaned out, a smile on her face, her tongue hanging out a little. Her hips bucked as she circled her clit, keeping her orgasm going as her juices squirted into the jacuzzi. She heard a loud gasp, her eyes shooting open, seeing a familiar yellow pegasus, her hoof on her mouth as Spitfire gasped herself. "Fluttershy!"


	3. Chapter 3

**Almost didn't get this up today, my regular computer crapped out so I had to re write much of the beginning. I do have another computer, but you may notice some words have two spaces between them, weird space bar. Anyways, see you all next week!**

Fluttershy stirred, hearing a noise coming from the door. She flipped over, listening hard for another noise, think she was just hearing things. "Ahh!" _That sounds like Spitfire! _She rolled out of bed, limping towards the door, leaning against it.

"Spitfire?" She spoke softly, and heard a moan come from the bathroom. _Maybe she fell and hurt herself! _She limped, her muscles sore from that days activities, her left hoof running along the desk, keeping her balance as she neared the door. She brought her hoof to the door, lightly knocking on it. "Spitfire are you ok?" She heard a moan, and she open the door, stepping in and gasping. Spitfire was sitting on the side of the jacuzzi, her hind hoofs on either side of it, spread wide as her right forehoof rubbed her clit in circles, her cunny squirting from the extreme pleasure she gave herself. Spitfire opened her eyes, gasping as she saw Fluttershy, her secret crush,standing in the doorway, her hoof on her mouth as she stifled a gasp. Spitfire closed her legs, her cheeks turning beet red as she stared at the timid pegasus, her red cheeks stood out against her yellow coat. "Oh my gosh, I'm so sorry." She whispered and turned around, getting back to the bed room quickly. She limped as quickly as she could, she got into her side of the bed, letting her mind process what she just saw. She felt her cheeks burning hot, as the image of Spitfire, sitting on the edge of the jacuzzi, pleasuring herself. Her own neathers tingling as she smiled a little.

_Oh, my, god. _Spitfire, felt super embarrassed, she let her body dip into the jacuzzi again. "I have to apologize..." She sighed and got out, drying herself off, her mind swimming in thought. She sighed and headed towards the bedroom, feeling guilty at what she was caught doing. She opened the door, it creaked a little and Fluttershy shook a little. "Fluttershy... I... I..." Fluttershy flipped over a little, looking at the blushing mare.

"It's ok, I should of called out louder, my bad." She smiled, trying to reassure the embarrassed Spitfire, her own hoof lightly playing with herself made her blush, a little excitement running through her. Spitfire walked closer and smiled, getting on her side of the bed, turning off the light on the night stand. "Well, good night Spitfire." Spitfire leaned back a little, grinning as Fluttershy's excitement filled her nostrils.

"Night Fluttershy." She laid back down, and after a couple minutes, both drifted off to sleep, thinking the same thing. _Does she like me?_

Spitfire woke up first, her left hoof draped over something warm and lightly moving. She opened her eyes, looking at a pink blur of hair. She closed her eyes again and breathed, smelling woods, and snuggled closer to Fluttershy. She felt her move a little, bringing her hoof to Spitfires, pulling it a bit tighter against herself. "Mmm, morning Spitfire." Spitfire blushed and nuzzled into Fluttershy's mane, sighing as she rubbed her hoof over Fluttershy's side.

"Morning Fluttershy..." Fluttershy rolled over, facing Spitfire, her cheeks a light pink as they cuddled. Spirfire held her hoof to her side, before Fluttershy looked at it, glancing up at Spitfire with a cute look in her eyes, a slight smile on her face. Spitfire smirked, and draped her hoof over Fluttershy's side, rubbing her hoof over her back.

"Mmm, that's nice." Fluttershy blushed, looking into Spitfire's orange eyes, eeping a little. "I love cuddling in the morning." She smiled lightly, closing her eyes and Spitfire felt her heart flutter, butterflies in her tummy.

"So do I Fluttershy." Fluttershy blushed a little more and rubbed her face into Spitfires neck. Spitfire blushing as her crush snuggled with her. Spitfire hugged the yellow pegasus, holding her close and nuzzled her cheek into her mane. "You're a little cutie ya know Flutter." Fluttershy eeped and Spitfire felt her cheeks against her shoulder and she giggled. "Sorry."

"Oh, I don't mind." This made Spitfire freeze, and pull back, looking at her timid friend cuddling with her. Fluttershy looked up, her eyes closed and a smile on her face. She opened her eyes, those cyan eyes filled with innocence, it made Spitfire's heart skip a beat, her mouth opened a little, panting. Fluttershy glanced down, seeing those luscious lips, before looking back into Spitfires eyes. She edged closer, her own mouth opened a bit as she neared Spitfire. _Just a little closer Shy. _Spitfire held her breath, closing her eyes and leaning down herself. Their lips almost touched, they could feel the others breath on their lips when a knock at the main door made both girls jump. _Dammit _Fluttershy pulled back, looking away. Spitfire was annoyed, her first kiss with the mare of her dreams interrupted, the perfect moment ruined.

"I will be back, alright?" Fluttershy nodded, her cheeks flushed. Spitfire rolled out of bed and went to the main door, unlocking it and opening it. "What?!" Her annoyed tone startled the pony at her door, when she saw Soarin in cowering a little, his ears splayed to his head.

"Sorry Spitfire, you usually are up and gone to breakfast, I didn't see you there so I came to see if anything was wrong." Spitfire softened her expression, and sighed.

"It's ok Soarin, we had a long day, so I plan on taking today off and relaxing." He smiled and nodded.

"Ok, see ya around Spitfire." He walked away, and Spitfire sighed, walking back inside and locking the door behind her.

She walked back to the bed room, Fluttershy laying on the bed, she pet the bed next to her. Spitfire smirked and walked to the bed, getting in and Fluttershy crawled right next to her again. Spitfire put her hoof over her, holding Fluttershy close to her. She looked down at her, meeting the gaze of Fluttershy. Fluttershy breathed a little shallower, licking her lips as she stared at Spitfires lips, glancing up at her and blushing. Spitfire smirked. "How about we continue where we left off?" Fluttershy blushed and lightly nodded, moving closer and closing her eyes, Spitfire leaning closer herself. They slowly moved closer, both feeling the breath of the others muzzle. Time slowed as their lips connected, and they both thought the same thing. _Oh my gosh, her lips! _Both their wings spread, well only one because they were on their sides. Spitfire brought her hoof to Fluttershy's cheek, caressing it as she moved her lips against her. Spitfire loved the way her moist lips moved against her own, they had a minty taste to them. Fluttershy felt like her body was on fire, she brought her hoofs to her chest, bending them, looking cute as she tucked them to herself. Spitfire broke the kiss, pulling back and looking at Fluttershy, her lips went from puckered and into a smile, looking at her. "Mmm." Fluttershy giggled, cuddling into Spitfire's chest, listening to her heart beat. "Ohh, someone's heart is racing." She giggled, Spitfire blushed a little more. Fluttershy looked up at her, her eyes glittering. "So, what are we doing today?" Spitfire looked down and smirked.

"I thought we could take the day off, you worked hard yesterday and I think you earned a day to relax." Fluttershy smiled and nuzzled into Spitfire, pushing her onto her back as she laid on her chest.

"Mmm, sounds good, but how about some breakfast?" Spitfire's stomach growled and Fluttershy giggled. "You stay here, I will be back alright?" She got up, stretching herself and trotting, humming a tune as Spitfire looked on to the cute mare going to make them breakfast. She laid back, her thoughts swimming as she laid in her bed, thinking about Fluttershy. _My first kiss..._

Fluttershy was making breakfast, humming a tune and calming herself. _My first kiss... _She smiled as she looked towards the door, Spitfire walking out, a small smile on her face as she looked at the cutie making breakfast. Fluttershy blushed and returned to making breakfast, a smile on her face as she saw Spitfire. _Do I like her? She does remind me of Rainbow, but she actuality really like me back. _She glanced over at Spitfire, her alluring gaze made her shiver as she cooked. She soon finished, picking up two plates and flying over to the table, setting one in front of Spitfire. She inhaled and licked her lips. "This looks delicious Fluttershy! Thanks!" She dug in, savouring the taste of the delicious meal Fluttershy made them. "This... is ...delicious!" She said between taking bites. Fluttershy blushed, putting her hoof to her mouth, giggling.

"Thanks Spitfire, you deserve this for helping me." Spitfire looked to her, smirking and blinking slowly. Fluttershy eeped and blushed, Spitfire giggling. They finished in silence, Fluttershy occasionally looking up at Spitfire. Once down, Spitfire picked up their dishes, wrapping her wing around Fluttershy, smirking before taking the plates to the sink. Fluttershy felt her tummy flutter, looking at Spitfires rear, her cheeks red.

"Well how about you go for a dip in the jacuzzi? I will wash the dishes." Fluttershy nodded, getting up and walking towards the bathroom. She closed the door behind her, walking over to the jacuzzi, turned it on, the water soon becoming hot as she slipped in, sighing as the warm water and jets pressed in the right spots against her body. She gasped and laid back, letting the water to it's thing. "Pretty relaxing huh?" Spitfires voice startled her and she jumped, eeping a little. "You mind if I join you?" Fluttershy shook her head, and Spitfire smiled, getting in on the other side of Fluttershy. "Ahh, this feels wonderful huh?" Fluttershy blushed and nodded, feeling Spitfire's hind hoofs rub against hers. "So, how about we go see your animals? I know your dying to see them." Fluttershy light up and she leaned forward, hugging Spitfire, her smile wide as a Pinkie smile.

"Ohh thank you, thank you, thank you!" Spitfire chuckled and returned the hug, feeling warm and fuzzy inside. They got out, drying off and they left, heading towards Ponyville. They were flying not to slow, but not very fast. They soon arrived, landing on the path to Fluttershy's, and they started walking towards her house.

"So, this is the way to your house huh?" Fluttershy looked at her and nodded, her eyes closed and a smile on her face. _You are such a cutie Fluttershy. _Spitfire smiled and looked forward before stopping, her mouth agape.

"Well, this is home, mmm." She smiled, trotting and started to sing as the birds flew down, singing together and making Spitfire sit on her rump, no words coming to her as she looked on. Fluttershy's voice was like an angel, she had her eyes closed, flying around, in her own little world. Fluttershy finished and landed next to Spitfire, looking at her, as her mouth was open wide. "Oh, sorry, was I that bad?" Spitfire shook her head and put her hoof on Fluttershy's shoulder.

"Bad? That was fantastic!" She smiled and Fluttershy blushed, putting her hoof to her mouth as she eeped. "I had no idea you could sing." She looked down, a white bunny running up to Fluttershy, looking excited. Fluttershy gasped and dove at the bunny, rubbing her cheek to it.

"Oh Angel bunny! Momma missed you." Spitfire giggled, Angel smiled and Fluttershy let go, her face close to her bunny. Angels expression then changed to an angry one, he raised his hand and was about to bring in down on Fluttershy's face. Spitfire dove down, grabbing it in her mouth, Fluttershy closed her eyes, waiting for the hit before she heard Angel gasp. Fluttershy opened her eyes as Spitfire threw the bunny a couple feet away and it landed on it's feet.

"How dare you! You do not law a paw on her!" Fluttershy felt her eyes water, somepony who finally stood up to him for her, she knew he meant well, but he could be a lose cannon sometimes, being demanding. Angel was pissed, and he ran up to Spitfire, jumping and smacking her in the face and Fluttershy lost it.

"ANGEL! YOU DO NOT LAY A PAW ON HER! YOU GET INSIDE NOW!" She glared at him, giving him the stare and he teared up, pointing to Spitfire and trying to talk his way out of it but Fluttershy wouldn't have any of it. "I don't want to hear anything mister, get inside, now." She glared her teeth at him and he gasped before running inside. She turned to Spitfire, her expression softening and she looked at her cheek, her right hoof resting on her shoulder, and her left on the top of Spitfires head. It was red when Angels paw hit her and Fluttershy blushed and leaned forward kissing it lightly. Spitfires cheek tingled as Fluttershy's soft lips touched her cheek, the rest turning a light pink. Fluttershy pulled back and giggled.

"Wow Fluttershy, I have never seen you be so, assertive." Fluttershy blushed at her actions.

"Well, he shouldn't slap guests, especially guests like you~" She winked at Spitfire, and trotted towards her house, her animal friends coming out of the wood, a couple birds landing on her, even a huge bear, picked her up and hugged her. Spitfire was speechless. _A bear?! _She walked over nervously and the bear put Fluttershy down and she looked at Spitfire. "Don't worry, he won't bite." She smiled, her eyes closing as the bear stuck his paw to Spitfire, she put her hoof out and the bear grabbed it lightly, shaking it up and down. He let go and Spitfire felt a soft tapping on her hind hoof, turning around to see Angel standing there, a guilty look on his face. He held up a big bowl, with two smaller bowls for the two pegausi to eat. He looked real apologetic, as he put them down, his ear splayed to his head. Fluttershy came up and leaned down, kissing him on the head and he smiled, bowing before taking off, leaving the girls alone.

"Aww, that's adorable, and that salad looked really good." Spitfire smiled, Fluttershy picking the bowls up in her mouth and walked over to a small hill, setting the bowl down on it and looking back to Spitfire.

"You going to eat or not?" She giggled and Spitfire nodded, trotting over and laying down, both mares enjoying the salad the small white bunny made to apologize to the two. After eating, Fluttershy wiped her mouth with the tip of her wing and sighed, a little tired from yelling as much as she did. "How about a little nap Spitfire?" Spitfire herself nodded and stood up, picking up her bowl in her mouth and they walked back to the house. Once inside, they set the bowls in the sink and Fluttershy motioned for her to follow her. They climbed the stairs and went into Fluttershy's room. She pulled back the blanket with her teeth, and hopped up, laying down and petting the bed for Spitfire to climb up. Spitfire blushed and did just that, hopping up, Fluttershy turning off the lamp, the blinds shut to give them some darkness to sleep. They both laid on their sides, Spitfire facing Fluttershy and Fluttershy wiggled back, until she felt Spitfires hoofs. She felt a little twinge in her heart and picked up the limp hoof, wiggling even closer until she felt Spitfires chest. She smiled, Spitfires hoof wrapping around her and pulling her close, their body heats being combined into one as they cuddled in Fluttershy's bed. Fluttershy tilted her head back, pecking Spitfire on the chin, giggling. "See you in a bit, Fire." She laid back down, sighing as she fell asleep. Spitfire smirking and leaning down after a couple minutes.

"See you in a bit too, cutie." She lightly kissed Fluttershy on the cheek, it was a bit warm on her lips as a small smile over came her face and Spitfire laid back, soon falling asleep.


	4. Chapter 4

**Sorry for the late update! Computer problems are a pain, but it should be good now. I promise next chapter will be at least double the length, I just wanted to get this next one out for now as I could of continued. Thanks for reading and reviewing, any suggestions are much appreciated. Anyways, see you people next week! ****_Bro-hoof!_**

Spitfire felt something move next to her, she wrapped her left hoof around it and it stopped, sighing as she felt a warm furry body next to her. She then felt a warm breath on her face, and she licked her lips when she felt something soft and a little wet. She felt a little twinge in her chest and she pushed forward a little her lips coming in contact with Fluttershy's as they kissed in her bed. Spitfire brought her hoof to Fluttershy's cheek and tilted her head a little, her tongue licking against Fluttershy's lips and they opened, letting Spitfires tongue inside. "Mmm." She moaned a little, as she made out with the timid pegasus when a loud gasp spooked both the mares.

"Fluttershy!? Spitfire?!" They looked towards the window and saw Rainbow Dash, on the brink of tears. She shook her head as tears fell down her face and she flew away, heading towards Ponyville.

**A couple hours earlier.**

Rainbow Dash was alone in her room she had at the academy, she was staring at the ceiling as she sighed and flipped over, reaching under her bed and pulling out her saddlebags. She opened one side a pulled out a picture Fluttershy gave her, it was just her, smiling back at Rainbow. This always made her smile, she knew Fluttershy had a crush on her, and she knew she liked her back. It wasn't until they came here that she knew she loved her. Not being able to see her all the time drove Rainbow crazy, she contrasted her in almost every way, she was tough, fast, fearless, and a bit cocky. Fluttershy on the other hoof was timid, scared, and innocent, nice and it made Rainbow's heart flutter. "I have to tell her." She brought the picture to her lips and kissed it lightly. "I will tell you today." She put the picture back and hopped off the bed, her head held high and she left her room and headed towards Spitfire's office. There was a note on the door, Rainbow looked close and read it. _Day off, out to Ponyville for the day. _She smiled and trotted out of the building before taking off into the sky and rocketed towards Ponyville. Rainbow felt nervous, but she knew she had to confess her feelings, for the both of them. She sighed, imagining cuddling up behind her, rubbing her hoof down Fluttershy's side, and down to her flank. Going around right for her nether lips, rubbing her hoof around and making the timid pegasus squeal as she flipped her over, spreading her legs and looking at the glistening sex of her soon to be, marefriends. This made Rainbow's own cunny ache, and she smiled, her cheeks flustered and she flew on towards Ponyville. She soon made it and stopped on a cloud, looking around. "If I was Fluttershy, where would I be? Ha Easy! Her place!" She hopped down and flew towards Fluttershy's place, the woods surrounding the sides of the path as she neared closer. Rainbow soon arrived and saw her house, noticing her window was open, she smirked and flew up and peeked in, about to go in and tell her how she felt. She looked over the railing and gasped. There they were laying, on her bed, kissing! Fluttershy and Spitfire! Her crush and her idol, this devastated her and both mares looked at the window wide eyed. "Fluttershy!? Spitfire!?" She was on the brink of tears, they started running down her face and she closed her eyes, rushing away from the scene, wanting to get far, far away. She flew through the trees to get to the open sky, the branches scratching her but she didn't care. She flew up into her cloud home, and closed her door, heading up to her room and sprawled on her bed, crying her eyes out. Her one and only love, gone, with another mare now. She got angry at herself for not tell her earlier and started smashing up her room, punching the walls that were like concrete. She hit it hard and felt something snap in her hoof, she cried out in pain and fell to the floor, curling up in a ball as she cradled her broken hoof in her other one. It started to bleed, as the hoof was cracked open and she shook, not caring what could happen anymore.

**Back to Spitfire and Fluttershy.**

"Oh my goodness Rainbow Dash WAIT!" Fluttershy called out, but it was too late, she was already gone and out of sight. She sat on the floor, her heart torn, between Rainbow, her long time friend and her long time crush, and Spitfire, who showed the most interest in her. Fluttershy looked at the window, then Sptifire, then the window again, repeating several times before crying out. "BUCK ME!" Spitfire gasped as Fluttershy used such vulgarity, totality out of character. She soon felt guilty as Fluttershy started crying and she got up, putting her hoof on her shoulder, making Fluttershy look at her.

"Go see her, I will be back at the academy." Fluttershy nodded and shot out the window almost as fast as Rainbow did. Spitfire felt really guilty, as she slowly flew towards the academy. "Buck me, I might of messed up my chances with her." She looked ahead and shook her head. "No, I will have her, one way or another." She then thought about a plan, to get Fluttershy.

Fluttershy flew quickly, tears coming down her face as she came across Rainbow's cloud house and she landed on the clouds, hearing crying from inside. She opened the door and headed up the stairs towards her room. She opened the door and gasped, Rainbow was curled up in a ball and bleeding from her hoof, her trashed room made it clear she did this to herself. "Rainbow!" She ran to her injured friend and Rainbow looked up at her, a smile coming over her face. "How did you do this?" Rainbow frowned and looked at her wall, Fluttershy's gaze following hers and she went wide eyed. "But... But why?" She looked at the cerulean coated pegasus, and saw she was blushing.

"Because I... I... I like you, like a lot Fluttershy." Rainbow licked her lips and put them to Fluttershy's and she wasted no time in licking her tongue on Fluttershy's lips, which opened, allowing Rainbow access to her mouth. Rainbow wasting to time and drove her tongue in her mouth, rubbing her tongue on Fluttershy's, and she felt her shudder. Rainbow pulled back, and looked into Fluttershy's innocent cyan eyes. Fluttershy blushed, those magenta eyes made her feel tingly inside.

"Wow..." Fluttershy didn't know what to say, Rainbow looked at her, her hair covering her right eye, a small smile on her face. Rainbow then looked straight ahead and looked at her hoof, and she started to breath heavily and Fluttershy gasped. "We have to get you to the hospital!" It wasn't easy, but they managed to make it, Rainbow resting her injured hoof on Fluttershy's back. Fluttershy wrapped it up as best as she could at Rainbow's house and they both went to the hospital. The staff soon got her into a bed and they were waiting to get x-rays done. Rainbow looked over at Fluttershy.

"Hey Flutter, thanks for taking me here, I owe you one." She looked at her hoof and started tearing up a little. "I'm going to have to take a week or so off." She sighed and felt Fluttershy put her hoof on her good hoof. She looked at Fluttershy and her light smile made her smile.

"I will be here for you." Rainbow smiled but shook her head, prompting a gasp from Fluttershy.

"You have to go back, you still have a lot to learn. I will be fine, you can come visit me tomorrow, alright?" Fluttershy looked away and Rainbow put her good hoof under her chin, lifting Fluttershy's face to hers. "Don't worry Flutter, I will be fine, don't worry girl." She leaned down and pecked her on the cheek, prompting Fluttershy to blush, she nodded and got up, walking out of the room stopping in the door way. Fluttershy turned back waving and she left, lost in thought as she left the hospital. Fluttershy looked up and saw it was almost sundown, and she took off flying, heading towards the academy. When she arrived, it was dark, she walked the halls, her hoof steps echoing down them when she arrived at her room she shared with Spitfire. She opened the door and closed it behind her, locking it and looking around. She didn't see anypony so she headed towards the bedroom, she opened the door and saw Spitfire, laying on her back, her hind legs spread and Fluttershy eeped a little. She felt herself get wet, the moonlight coming in from outside showed Spitfires glistening cunny. Fluttershy looked at her face and tip hoofed closer, leaning down and inhaling. _Mmm, that smell. _Her nostrils filled with Spitfires scent and she looked up, seeing no movement and she leaned down, breathing on it. Smiling to herself as Spitfire moaned a little, her lips twitching. Fluttershy sat down, putting her fore hoofs on Spitfire's thighs, spreading them a little and she smiled, leaned a little closer. She stuck her tongue out and licked up Spitfires lips, making her smile as she flicked her clit.

"That's the spot baby." Fluttershy froze and she looked up, seeing Spitfire look back down at her and she reached down, putting her hoof on Fluttershy's head. Spitfire was a little hazy, being woken up from slumber, to a horny Fluttershy licking her cunny. "How about you come up here, and we can have a little fun?" Fluttershy blushed and nodded crawling onto the bed and she laid down, flipping her self over onto her back and Spitfire straddled on top of her. She looked back and lowered her plot towards Fluttershy's face. She lowered her own and licked the sides of Fluttershy's pubic area. She moved her tongue, tracing around Fluttershy's nether lips, prompting a shudder from Fluttershy. Fluttershy looked up, those tasty lips, inches above her head and she smiled, putting her hoofs around Spitfires flanks and pulled her down, licking her tongue all over them. _She tastes good. _Spitfire thought as she dove in, wiggling her tongue inside the timid pegasus, making her squirm, and Fluttershy responded with diving her own tongue into Spitfire. _Oh yes, her tongue feels sooo good. _Spitfire pulled up and reluctantly got off Fluttershy's face.

"Di... Did I do something wrong." She brought her forehoofs to her chest cutely and Spitfire giggled and shook her head.

"I just wanted to try something." Spitfire straddled Fluttershys hips, laying her cunny on top of Fluttershys, their clits rubbing together, making both the mares gasp in pleasure. "Ooo, this feels amazing." Spitfire started moving her hips every which way, bringing pleasure to both the peagusi. Fluttershy was in a world of her own, she had never been sexual with anypony else before, and the pleasure she was getting was unimaginable. Both mares felt their orgasms approaching and Fluttershy bucked her hips up and wrapped her hoofs around Spitfire and pulling her down, locking lips as her body quivered. Spirfire felt her hit her peak, Fluttershy kissing her sending her over the edge. Both mares pulling back, gasping as they squirted against the other, both girls quivering and then falling limp.

"Ooo wow, that was..." Fluttershy tailed off, feeling sleeply as the room spun and she fell limp and went to sleep.

Spitfire woke up, her hoof wrapped around Fluttershy, memories flooding back to her as she noticed their cunnies were still together. She blushed and nuzzled into Fluttershy's mane, listening to the slow breathing of her, Fluttershy's pink mane tickling Spitfires nose. She rolled lightly to the side, getting off off her and Fluttershy rolled as well, her hold on Spitfire as they rolled and Fluttershy giggle, prompting a smile from Spitfire. "Mmm, morning Fluttershy." Spitfire rubbed her hoof on Fluttershy's side, making her feel warm inside. Fluttershy didn't respond, she was torn, her best friend broke her leg over her, then she goes back with the mare that upset her and has sex with her! Fluttershy felt guilty, shame coming over her as she got out of bed, her eyes empty, staring at nothing. "Hey... You ok?" Fluttershy shook her head and slowly walked towards the door, Spitfire getting to her hoofs and walking up to her and she put her hoof on Fluttershy's shoulder. "Don't feel guilty about last night, you have needs, and that is normal." Fluttershy sighed. "Go see her, but I want you to know." Fluttershy turned a little, looking at Spitfire. "I'm always here for you." Fluttershy smiled, turning around completly and hugging Spitfire, tears running down her face and she quickly broke it and turned around, running out the door, leaving Spitfire alone to herself. She heard the door close and she felt alone, drooping her head down, and she sighed. Spitfire walked back to her bed, getting in, clutching a pillow to her and cuddling with it.

**To Fluttershy**

Fluttershy never stopped flapping, her wings flapping as hard as she could, getting to the hopspitial as fast as she could, she hand to see Rainbow, she felt guilty from what she made Rainbow do. She soon arrived, opening the doors and lightly tip hoofing towards the counter, which had a white mare behind it. The nurse looked at Fluttershy and smiled. "What can I do you for dear?" Fluttershy dipped her head down a bit, her mane covering her face and she whimpered a little.

"I... I'm looking for... Rainbow... Dash." The nurse smiled at her shyness and pointed towards a hallway. Seccond floor, last door on the left dear. Fluttershy smiled and trotted off, her expression changing from a happy one, so a guilty one as she left down the hallway, going up the stairs and headed towards Rainbows room. She peeked around the corner, seeing Rainbow sleeping, her hoof wrapped up in a cast and Fluttershy quietly stepped into the room, her hoofs clicking lightly as she went towards the bed, she looked over her, she had a couple scratches but her wrapped up hoof is what hurt Fluttershy most. She whimpered and started to cry, her shoulders shaking as her eyes teared up, putting her head on Rainbow's upper fore hoof, letting the tears flow from her eyes as she shook a little.

"Hey, don't cry Flutter." The voice made Fluttershy stop, looking straight ahead. She shot up, looking right into Rainbow's magenta eyes, they sparkled and her smile, that smile made Fluttershy's heart skip a beat.

"Rainbow!" Fluttershy wrapped her hoofs around Rainbow's neck, she shook lightly from tears of joy, seeing her friend in more or less ok terms. "I... I'm so sorry what happened to you, it's all my fault." She now cried out of guilt, her actions drove her friend to do harmful things to herself. Rainbow shook her head, putting her good hoof on Fluttershy's head, slowly stoking her mane, trying to calm her friend down.

"It's not you're fault, it's mine. I always liked you, but until I didn't see you almost every day, but I knew you were so close to me, drove me up the wall. I finally understood my feelings for you. I felt like I had lost the chance to tell you how I felt, and hopefully much more, and I took my aggression out on myself." She waved her injured hoof a little, driving her point home and this set Fluttershy at ease a little. Rainbow's stomach growled a little, and Fluttershy giggled. "Hehe, sorry. The food here isn't that great." Fluttershy put her hoof to Rainbow's lips, a small smile coming over her face.

"Say no more, I will go get you some good food for you Dash." Rainbow was about to protest when Fluttershy looked at her, shaking her head. "And don't try to change my mind, I have it set, my little Dashie needs something delicious in her tummy." Fluttershy smiled and rubbed her hoof over Rainbow's stomach. Rainbow looked at her, never seeing her so assertive. Fluttershy leaned up and kissed Rainbow on the nose, getting up and trotting towards the door and turning back once she was there. "I will be back soon, don't you go anywhere, I mean, if you want to that is." She smiled her cute little shy smile as she lost her excitement, returning back to her shy self. Rainbow shook her wrapped up hoof, smirking towards her timid friend, and Fluttershy giggled, leaving, going to get Dash some food...


End file.
